Sullivan & Cromwell
Encyclopedia
Sullivan & Cromwell LLP is an international law firm
headquartered in New York. The firm has approximately 800 lawyers in 12 offices, located in financial centers in the United States, Asia, Australia and Europe. Sullivan & Cromwell was founded by Algernon Sydney Sullivan
and William Nelson Cromwell
in 1879. The firm consistently ranks as one of the most prestigious law firms in the world. As of 2006, it was the 15th largest law firm in the world.
Company in 1882 and United States Steel Corporation in 1901, to its present work with leaders of the global economy in the 21st century, the firm has been closely involved in the affairs of some of America's, and now the world's, greatest industrial, commercial and financial enterprises. Sullivan & Cromwell's efforts to bring about the building of the Panama Canal
are chronicled in David McCullough
's book, The Path Between the Seas
. The firm represents the Panama Canal Authority to this day.
and its aftermath reoriented much of Wall Street
, and Sullivan & Cromwell was called on to assist clients in confronting a burst of government involvement in business affairs and a new wave of business-related litigation. During this period the firm developed its expertise in defending shareholder derivative litigation and antitrust
actions, and was among the first law firms to develop expertise in the field of federal income tax law. A series of new federal statutes, beginning with the Securities Act of 1933
, was enacted to regulate the investment industry, and Sullivan & Cromwell prepared the first major registration statement under the Securities Act. The firm's substantial involvement in, and important contributions to, securities offerings and securities regulation have continued since that time.
Sullivan & Cromwell partner Rogers Lamont was the first American to die in World War II
. Lamont had worked in the firm's Berlin
office in the early 1930s and had seen the horrors of Nazi Germany
firsthand. Lamont resigned from the firm in 1939 and joined the British Army
. Lamont was killed at Dunkirk on May 27, 1940. On the other hand, Sullivan & Cromwell did business with I.G. Farben (the chemical manufacturer of ‘Zyklon-B’ poison gas used in the Nazi death camps) and its associated Nazi-era corporations. Their chief contact at the firm was an attorney
named John Foster Dulles
, who later became Secretary of State
in the Eisenhower Administration.
“Sullivan and Cromwell thrived on its cartels and collusion
with the new Nazi regime,” say the firm’s chroniclers. In 1933 and 1934, when the Nazis' brutal course was obvious, Dulles led off cables to his German clients with the salutation, “Heil Hitler”. In 1935, he scribbled a screed for the Atlantic Monthly magazine dismissing Nazi state terrorism as “changes we recognize to be inevitable.”
During and after World War II
, individual members of the firm, including partners such as John Foster Dulles
and Arthur Dean
, also played important roles in domestic politics and international affairs. In 1935, Dulles closed Sullivan & Cromwell's Berlin office; later he would cite the closing date as 1934. Sullivan & Cromwell's litigation department was led for many years by Harlan Fiske Stone
, before he left the firm to become Chief Justice
of the United States. Partner Robert MacCrate
served as Counsel to New York Governor Nelson D. Rockefeller and as Special Counsel to the Department of the Army for its investigation of the My Lai Massacre
.
.
As the expansion of the scope and nature of the firm's practice required Sullivan & Cromwell to have lawyers in locations more convenient to clients. Building on the legacy of John Foster Dulles
and Arthur Dean
, the S&C chairmen during this period, John Stevenson, John Merow and Ricardo Mestres, all aggressively expanded the firm's practice in the United States and around the world. Domestic branches were opened in Washington, D.C.
in 1977, Los Angeles in 1984 and Palo Alto in 2000. Overseas, the Paris office, closed during World War II
, was reopened in 1962, and offices were opened in London in 1972, Melbourne
in 1983, Tokyo in 1987, Hong Kong in 1992, Frankfurt
in 1995, Beijing in 1999 and Sydney in 2001. Now a fixture in U.K. legal circles after 35 years in London, Sullivan is widely regarded as a peer of the Magic Circle (law)
firms.
In the late 1980s Sullivan partner Robert MacCrate
served as president of both the New York State Bar Association
the American Bar Association
. MacCrate later chaired the ABA Task Force on Law Schools and the Profession. The Task Force's Report, widely known as the MacCrate Report, was issued in July 1992 and is widely viewed as template for modern legal education in the United States. MacCrate, a former S&C vice chairman, continues to be active as a Senior Counsel of the firm.
s of the day would not work on hostile takeovers, leaving it to other now leading law firms, like Wachtell Lipton and Skadden Arps. George Kern
led the firm's M&A effort in the 1970s and 1980s. Kern was a colorful figure and was widely viewed, at S&C, as one of the early leading M&A lawyers. As the commercial banking industry began to consolidate in the 1980s, S&C partner and current chairman H. Rodge Cohen became involved in many of the key deals. Joe Frumkin is the managing partner of an M&A department that includes Jim Morphy and Frank Aquila, along with elders Ben Stapleton and Neil Anderson. Rodge Cohen continues to be the firms leading financial institutions M&A lawyer. With high-profile assignments from multinationals such as BP
, Diageo
, Philips
, France Telecom
, InBev
, British Airways
, Scottish Power
, Endesa
, and Vodafone
, Sullivan & Cromwell has carved-out a niche in cross-border M&A. Partners Rich Morrissey in London and Chun Wei in Hong Kong lead the firm's non-US mergers practice. The firm has consistently ranked at the top among law firms involved in worldwide M&A transactions. Globally, Sullivan & Cromwell leads the M&A league tables, ranking first by value among law firms representing principals in announced transactions in 2007 (as was also the case in 2006, 2005 and 2004), according to data from Bloomberg
and Euromoney Institutional Investor PLC
's Dealogic.
Law firm
A law firm is a business entity formed by one or more lawyers to engage in the practice of law. The primary service rendered by a law firm is to advise clients about their legal rights and responsibilities, and to represent clients in civil or criminal cases, business transactions, and other...
headquartered in New York. The firm has approximately 800 lawyers in 12 offices, located in financial centers in the United States, Asia, Australia and Europe. Sullivan & Cromwell was founded by Algernon Sydney Sullivan
Algernon Sydney Sullivan
For the Louisiana Republican politician, see Algernon Sidney Badger.Algernon Sydney Sullivan was a New York lawyer. Sullivan, together with William Nelson Cromwell, founded Sullivan & Cromwell in 1879....
and William Nelson Cromwell
William Nelson Cromwell
William Nelson Cromwell was an American attorney active in promotion of the Panama Canal and other major ventures.He was born in Brooklyn, New York, and raised there by his mother, Sarah M. Brokaw, a Civil War widow...
in 1879. The firm consistently ranks as one of the most prestigious law firms in the world. As of 2006, it was the 15th largest law firm in the world.
Founding
From its earliest involvement in the formation of Edison General ElectricGeneral Electric
General Electric Company , or GE, is an American multinational conglomerate corporation incorporated in Schenectady, New York and headquartered in Fairfield, Connecticut, United States...
Company in 1882 and United States Steel Corporation in 1901, to its present work with leaders of the global economy in the 21st century, the firm has been closely involved in the affairs of some of America's, and now the world's, greatest industrial, commercial and financial enterprises. Sullivan & Cromwell's efforts to bring about the building of the Panama Canal
Panama Canal
The Panama Canal is a ship canal in Panama that joins the Atlantic Ocean and the Pacific Ocean and is a key conduit for international maritime trade. Built from 1904 to 1914, the canal has seen annual traffic rise from about 1,000 ships early on to 14,702 vessels measuring a total of 309.6...
are chronicled in David McCullough
David McCullough
David Gaub McCullough is an American author, narrator, historian, and lecturer. He is a two-time winner of the Pulitzer Prize and the National Book Award and a recipient of the Presidential Medal of Freedom, the United States' highest civilian award....
's book, The Path Between the Seas
The Path Between the Seas
The Path Between the Seas: The Creation of the Panama Canal, 1870—1914 is a 1977 book by noted historian David McCullough that details the people and places involved in building the Panama Canal...
. The firm represents the Panama Canal Authority to this day.
1929–1969
The Great DepressionGreat Depression
The Great Depression was a severe worldwide economic depression in the decade preceding World War II. The timing of the Great Depression varied across nations, but in most countries it started in about 1929 and lasted until the late 1930s or early 1940s...
and its aftermath reoriented much of Wall Street
Wall Street
Wall Street refers to the financial district of New York City, named after and centered on the eight-block-long street running from Broadway to South Street on the East River in Lower Manhattan. Over time, the term has become a metonym for the financial markets of the United States as a whole, or...
, and Sullivan & Cromwell was called on to assist clients in confronting a burst of government involvement in business affairs and a new wave of business-related litigation. During this period the firm developed its expertise in defending shareholder derivative litigation and antitrust
Antitrust
The United States antitrust law is a body of laws that prohibits anti-competitive behavior and unfair business practices. Antitrust laws are intended to encourage competition in the marketplace. These competition laws make illegal certain practices deemed to hurt businesses or consumers or both,...
actions, and was among the first law firms to develop expertise in the field of federal income tax law. A series of new federal statutes, beginning with the Securities Act of 1933
Securities Act of 1933
Congress enacted the Securities Act of 1933 , in the aftermath of the stock market crash of 1929 and during the ensuing Great Depression...
, was enacted to regulate the investment industry, and Sullivan & Cromwell prepared the first major registration statement under the Securities Act. The firm's substantial involvement in, and important contributions to, securities offerings and securities regulation have continued since that time.
Sullivan & Cromwell partner Rogers Lamont was the first American to die in World War II
World War II
World War II, or the Second World War , was a global conflict lasting from 1939 to 1945, involving most of the world's nations—including all of the great powers—eventually forming two opposing military alliances: the Allies and the Axis...
. Lamont had worked in the firm's Berlin
Berlin
Berlin is the capital city of Germany and is one of the 16 states of Germany. With a population of 3.45 million people, Berlin is Germany's largest city. It is the second most populous city proper and the seventh most populous urban area in the European Union...
office in the early 1930s and had seen the horrors of Nazi Germany
Nazi Germany
Nazi Germany , also known as the Third Reich , but officially called German Reich from 1933 to 1943 and Greater German Reich from 26 June 1943 onward, is the name commonly used to refer to the state of Germany from 1933 to 1945, when it was a totalitarian dictatorship ruled by...
firsthand. Lamont resigned from the firm in 1939 and joined the British Army
British Army
The British Army is the land warfare branch of Her Majesty's Armed Forces in the United Kingdom. It came into being with the unification of the Kingdom of England and Scotland into the Kingdom of Great Britain in 1707. The new British Army incorporated Regiments that had already existed in England...
. Lamont was killed at Dunkirk on May 27, 1940. On the other hand, Sullivan & Cromwell did business with I.G. Farben (the chemical manufacturer of ‘Zyklon-B’ poison gas used in the Nazi death camps) and its associated Nazi-era corporations. Their chief contact at the firm was an attorney
Lawyer
A lawyer, according to Black's Law Dictionary, is "a person learned in the law; as an attorney, counsel or solicitor; a person who is practicing law." Law is the system of rules of conduct established by the sovereign government of a society to correct wrongs, maintain the stability of political...
named John Foster Dulles
John Foster Dulles
John Foster Dulles served as U.S. Secretary of State under President Dwight D. Eisenhower from 1953 to 1959. He was a significant figure in the early Cold War era, advocating an aggressive stance against communism throughout the world...
, who later became Secretary of State
Secretary of State
Secretary of State or State Secretary is a commonly used title for a senior or mid-level post in governments around the world. The role varies between countries, and in some cases there are multiple Secretaries of State in the Government....
in the Eisenhower Administration.
“Sullivan and Cromwell thrived on its cartels and collusion
Collusion
Collusion is an agreement between two or more persons, sometimes illegal and therefore secretive, to limit open competition by deceiving, misleading, or defrauding others of their legal rights, or to obtain an objective forbidden by law typically by defrauding or gaining an unfair advantage...
with the new Nazi regime,” say the firm’s chroniclers. In 1933 and 1934, when the Nazis' brutal course was obvious, Dulles led off cables to his German clients with the salutation, “Heil Hitler”. In 1935, he scribbled a screed for the Atlantic Monthly magazine dismissing Nazi state terrorism as “changes we recognize to be inevitable.”
During and after World War II
World War II
World War II, or the Second World War , was a global conflict lasting from 1939 to 1945, involving most of the world's nations—including all of the great powers—eventually forming two opposing military alliances: the Allies and the Axis...
, individual members of the firm, including partners such as John Foster Dulles
John Foster Dulles
John Foster Dulles served as U.S. Secretary of State under President Dwight D. Eisenhower from 1953 to 1959. He was a significant figure in the early Cold War era, advocating an aggressive stance against communism throughout the world...
and Arthur Dean
Arthur Dean (lawyer)
Arthur Hobson Dean was a New York lawyer and diplomat who was viewed as one of the leading corporate lawyers of his day, as well having served as a key advisor to numerous U.S. presidents....
, also played important roles in domestic politics and international affairs. In 1935, Dulles closed Sullivan & Cromwell's Berlin office; later he would cite the closing date as 1934. Sullivan & Cromwell's litigation department was led for many years by Harlan Fiske Stone
Harlan Fiske Stone
Harlan Fiske Stone was an American lawyer and jurist. A native of New Hampshire, he served as the dean of Columbia Law School, his alma mater, in the early 20th century. As a member of the Republican Party, he was appointed as the 52nd Attorney General of the United States before becoming an...
, before he left the firm to become Chief Justice
Chief Justice
The Chief Justice in many countries is the name for the presiding member of a Supreme Court in Commonwealth or other countries with an Anglo-Saxon justice system based on English common law, such as the Supreme Court of Canada, the Constitutional Court of South Africa, the Court of Final Appeal of...
of the United States. Partner Robert MacCrate
Robert MacCrate
Robert MacCrate is a New York lawyer who served as Counsel to New York Governor Nelson D. Rockefeller and as Special Counsel to the Department of the Army for its investigation of the My Lai Massacre. In the late 1980s MacCrate served as president of both the New York State Bar Association and the...
served as Counsel to New York Governor Nelson D. Rockefeller and as Special Counsel to the Department of the Army for its investigation of the My Lai Massacre
My Lai Massacre
The My Lai Massacre was the Vietnam War mass murder of 347–504 unarmed civilians in South Vietnam on March 16, 1968, by United States Army soldiers of "Charlie" Company of 1st Battalion, 20th Infantry Regiment, 11th Brigade of the Americal Division. Most of the victims were women, children , and...
.
1970–Present
During the past three and a half decades Sullivan & Cromwell has grown gradually in measured response to the increasing volume and complexity of their clients' affairs, developing leading practices in areas such as mergers and acquisitions, banking regulation, real estate finance, derivatives and private equity. The firm's work in cross-border capital flows has continued, including substantial involvement in foreign direct investment and project finance, the development of the Euro — and other global capital markets, and the financial flows to Asia and Latin AmericaLatin America
Latin America is a region of the Americas where Romance languages – particularly Spanish and Portuguese, and variably French – are primarily spoken. Latin America has an area of approximately 21,069,500 km² , almost 3.9% of the Earth's surface or 14.1% of its land surface area...
.
As the expansion of the scope and nature of the firm's practice required Sullivan & Cromwell to have lawyers in locations more convenient to clients. Building on the legacy of John Foster Dulles
John Foster Dulles
John Foster Dulles served as U.S. Secretary of State under President Dwight D. Eisenhower from 1953 to 1959. He was a significant figure in the early Cold War era, advocating an aggressive stance against communism throughout the world...
and Arthur Dean
Arthur Dean (lawyer)
Arthur Hobson Dean was a New York lawyer and diplomat who was viewed as one of the leading corporate lawyers of his day, as well having served as a key advisor to numerous U.S. presidents....
, the S&C chairmen during this period, John Stevenson, John Merow and Ricardo Mestres, all aggressively expanded the firm's practice in the United States and around the world. Domestic branches were opened in Washington, D.C.
Washington, D.C.
Washington, D.C., formally the District of Columbia and commonly referred to as Washington, "the District", or simply D.C., is the capital of the United States. On July 16, 1790, the United States Congress approved the creation of a permanent national capital as permitted by the U.S. Constitution....
in 1977, Los Angeles in 1984 and Palo Alto in 2000. Overseas, the Paris office, closed during World War II
World War II
World War II, or the Second World War , was a global conflict lasting from 1939 to 1945, involving most of the world's nations—including all of the great powers—eventually forming two opposing military alliances: the Allies and the Axis...
, was reopened in 1962, and offices were opened in London in 1972, Melbourne
Melbourne
Melbourne is the capital and most populous city in the state of Victoria, and the second most populous city in Australia. The Melbourne City Centre is the hub of the greater metropolitan area and the Census statistical division—of which "Melbourne" is the common name. As of June 2009, the greater...
in 1983, Tokyo in 1987, Hong Kong in 1992, Frankfurt
Frankfurt
Frankfurt am Main , commonly known simply as Frankfurt, is the largest city in the German state of Hesse and the fifth-largest city in Germany, with a 2010 population of 688,249. The urban area had an estimated population of 2,300,000 in 2010...
in 1995, Beijing in 1999 and Sydney in 2001. Now a fixture in U.K. legal circles after 35 years in London, Sullivan is widely regarded as a peer of the Magic Circle (law)
Magic Circle (law)
The "Magic Circle" is an informal term used to collectively describe what are generally regarded to be the five leading UK-headquartered law firms and the four or five leading London-based commercial barristers' chambers.-Law firms:...
firms.
In the late 1980s Sullivan partner Robert MacCrate
Robert MacCrate
Robert MacCrate is a New York lawyer who served as Counsel to New York Governor Nelson D. Rockefeller and as Special Counsel to the Department of the Army for its investigation of the My Lai Massacre. In the late 1980s MacCrate served as president of both the New York State Bar Association and the...
served as president of both the New York State Bar Association
New York State Bar Association
The New York State Bar Association , with 77,000 members, is the largest voluntary bar association in the United States.-History:The State Bar was founded with a constitution that dates to 1877...
the American Bar Association
American Bar Association
The American Bar Association , founded August 21, 1878, is a voluntary bar association of lawyers and law students, which is not specific to any jurisdiction in the United States. The ABA's most important stated activities are the setting of academic standards for law schools, and the formulation...
. MacCrate later chaired the ABA Task Force on Law Schools and the Profession. The Task Force's Report, widely known as the MacCrate Report, was issued in July 1992 and is widely viewed as template for modern legal education in the United States. MacCrate, a former S&C vice chairman, continues to be active as a Senior Counsel of the firm.
M&A Practice
As Mergers & Acquisitions became an increasingly important part of the corporate landscape in the 1970s, most of the leading White shoe firmWhite shoe firm
White shoe firm is a phrase used to describe the leading professional services firms in the United States, particularly firms that have been in existence for more than a century and represent Fortune 500 companies...
s of the day would not work on hostile takeovers, leaving it to other now leading law firms, like Wachtell Lipton and Skadden Arps. George Kern
George Kern
George C. Kern, Jr. , a native of Baltimore, Maryland, was a leading New York corporate lawyer in the 1970s and 80s. After graduating from Princeton and Yale Law School , Kern joined Sullivan & Cromwell where he became a partner in 1960. Kern was widely viewed among the legal professional as a...
led the firm's M&A effort in the 1970s and 1980s. Kern was a colorful figure and was widely viewed, at S&C, as one of the early leading M&A lawyers. As the commercial banking industry began to consolidate in the 1980s, S&C partner and current chairman H. Rodge Cohen became involved in many of the key deals. Joe Frumkin is the managing partner of an M&A department that includes Jim Morphy and Frank Aquila, along with elders Ben Stapleton and Neil Anderson. Rodge Cohen continues to be the firms leading financial institutions M&A lawyer. With high-profile assignments from multinationals such as BP
BP
BP p.l.c. is a global oil and gas company headquartered in London, United Kingdom. It is the third-largest energy company and fourth-largest company in the world measured by revenues and one of the six oil and gas "supermajors"...
, Diageo
Diageo
Diageo plc is a global alcoholic beverages company headquartered in London, United Kingdom. It is the world's largest producer of spirits and a major producer of beer and wine....
, Philips
Philips
Koninklijke Philips Electronics N.V. , more commonly known as Philips, is a multinational Dutch electronics company....
, France Telecom
France Télécom
France Telecom S.A. is the main telecommunications company in France, the third-largest in Europe and one of the largest in the world. It currently employs about 180,000 people and has 192.7 million customers worldwide . In 2010 the group had revenue of €45.5 billion...
, InBev
InBev
InBev is a subsidiary of Anheuser-Busch InBev. The company existed independently for several years - since the merger between Interbrew and AmBev and until the acquisition of Anheuser-Busch. InBev has operations in over 30 countries and sales in over 130 countries...
, British Airways
British Airways
British Airways is the flag carrier airline of the United Kingdom, based in Waterside, near its main hub at London Heathrow Airport. British Airways is the largest airline in the UK based on fleet size, international flights and international destinations...
, Scottish Power
Scottish Power
ScottishPower Ltd. is a vertically integrated energy company with its headquarters in Glasgow, Scotland. It was listed on the London Stock Exchange and was once a constituent of the FTSE 100 Index but in 2006 it became a subsidiary of the Spanish utility Iberdrola...
, Endesa
Endesa (Spain)
Endesa, S.A. is the largest electric utility company in Spain. The firm, a majority-owned subsidiary of the Italian utility company Enel, has 10 million customers in Spain, with domestic annual generation of over 97,600 GWh from nuclear, fossil-fueled, hydroelectric, and renewable resource power...
, and Vodafone
Vodafone
Vodafone Group Plc is a global telecommunications company headquartered in London, United Kingdom. It is the world's largest mobile telecommunications company measured by revenues and the world's second-largest measured by subscribers , with around 341 million proportionate subscribers as of...
, Sullivan & Cromwell has carved-out a niche in cross-border M&A. Partners Rich Morrissey in London and Chun Wei in Hong Kong lead the firm's non-US mergers practice. The firm has consistently ranked at the top among law firms involved in worldwide M&A transactions. Globally, Sullivan & Cromwell leads the M&A league tables, ranking first by value among law firms representing principals in announced transactions in 2007 (as was also the case in 2006, 2005 and 2004), according to data from Bloomberg
Bloomberg L.P.
Bloomberg L.P. is an American privately held financial software, media, and data company. Bloomberg makes up one third of the $16 billion global financial data market with estimated revenue of $6.9 billion. Bloomberg L.P...
and Euromoney Institutional Investor PLC
Euromoney Institutional Investor PLC
Euromoney Institutional Investor PLC is one of Europe's largest business and financial magazine publishers which has interests in financial publishing and event organization. It is a constituent of the FTSE 250 Index...
's Dealogic.
Notable alumni
Individuals who have worked at Sullivan & Cromwell include:- Louis AuchinclossLouis AuchinclossLouis Stanton Auchincloss was an American lawyer, novelist, historian, and essayist. He is best known as a prolific novelist who parlayed his firsthand knowledge into dozens of finely wrought books exploring the private lives of America's East Coast patrician class...
, writer - John Foster DullesJohn Foster DullesJohn Foster Dulles served as U.S. Secretary of State under President Dwight D. Eisenhower from 1953 to 1959. He was a significant figure in the early Cold War era, advocating an aggressive stance against communism throughout the world...
, US Secretary of State - Ronald DworkinRonald DworkinRonald Myles Dworkin, QC, FBA is an American philosopher and scholar of constitutional law. He is Frank Henry Sommer Professor of Law and Philosophy at New York University and Emeritus Professor of Jurisprudence at University College London, and has taught previously at Yale Law School and the...
, philosopher and law professor - Allen Welsh DullesAllen Welsh DullesAllen Welsh Dulles was an American diplomat, lawyer, banker, and public official who became the first civilian and the longest-serving Director of Central Intelligence and a member of the Warren Commission...
, Director of the CIA - Ann AlthouseAnn AlthouseAnn Althouse is an American law professor and blogger. Raised in Newark and Wilmington, Delaware , Althouse has a degree in fine art from the University of Michigan, B.F.A. 1973, and graduated first in her class from New York University School of Law, J.D. 1981. She clerked for Judge Leonard B...
, blogger and professor of law